Digital Banking Service Agreement (Consumer & Business) (Version December 2017)

Transcription

1 (Consumer & Business) (Version December 2017) This ("Agreement") governs the Digital Banking services (online and mobile) that ZB, N.A. ( we, us or our ) provides to consumer and business customers ( you ). ZB, N.A. operates through divisions with trade names that include Amegy Bank, California Bank & Trust, National Bank of Arizona, Nevada State Bank, Vectra Bank Colorado and Zions Bank (each a Division ). Important capitalized terms are defined in Section ACCEPTING THIS AGREEMENT Before using the Digital Banking service, you must both (a) consent to receive disclosures, notices and other communications electronically, and (b) read and accept this Agreement. You agree that you are deemed to automatically renew your consent and acceptance each time you log in and use Digital Banking. The current version of this Agreement can always be viewed online at your Division s Website (listed in Section 3 below). SECTION 3 OF THIS AGREEMENT INCLUDES DISPUTE RESOLUTION PROVISIONS, INCLUDING A WAIVER OF RIGHTS TO TRIAL BY JURY. 2. CONSENT TO ELECTRONIC DISCLOSURES, COMMUNICATIONS AND RECORDS; SYSTEM REQUIREMENTS You should print or electronically save a copy of the following Consent and the remainder of this Agreement for your records. Your consent in this Section 2 to electronic delivery of disclosures and other information, and to the use of electronic records, shall govern all of your Digital Banking services, including services that require you to also accept Related Documents (e.g., service agreements for Bill Pay, PopMoney, Zelle, External Transfers, Online Wires, etc.) Any similar consent in a Related Document that you have already accepted or accept hereafter shall be in addition to (and not limit) your consent in this Section 2. Consent. We are required to disclose certain information to consumers in writing. With your prior consent, however, we can provide that information electronically rather than by paper. We also need your general consent to use electronic communications and records for certain consumer and business transactions. By accepting this Agreement, you hereby consent and agree to: (a) our delivering disclosures, notices and any other information (including this Agreement) in only electronic form, even those required by law to be provided in writing, and (b) our using electronic records and communications with you in connection with Digital Banking. Your consent extends to each Eligible Account that you now or hereafter enroll in Digital Banking. You agree that your use of Digital Banking to electronically authorize, instruct or interact with us (including but not limited to ordering a funds transfer, making a bill payment, borrowing from or paying a credit account, applying for or activating or accepting the terms of an additional service feature or related service, accepting Related Documents, accepting or receiving documents or notices, and self-administering your Digital Banking service or its settings or configurations) shall have the same force, effect and authority as if signed by you and delivered to us by paper. Canceling. You may at any time withdraw your consent to electronic delivery instead of paper by calling or writing your Division s Customer Service, but we may then terminate your ongoing use of Digital Banking (and not process any previously-scheduled future payments). Your Customer Service phone number and address are in Section 4. Your consent for this Agreement is in addition to any other consents to electronic delivery you may have given in 2017 ZB, N.A., Member FDIC Page 1 of 24

2 separate agreements with us (whether or not Related Documents). Withdrawing your consent under this Agreement will not by itself cancel your consents for electronic delivery in those separate agreements. System Requirements. To use Digital Banking and receive electronic disclosures and other communications: you must be enrolled and activated in at least one of our Digital Banking Channels (defined below); your computer and/or Mobile Device must use commonly accepted and recently updated software for reading and saving PDF and HTML documents; you must be connected to Digital Banking via your internet service provider or your mobile communications data service provider; your computer or Mobile Device must use a commonly accepted and recent updated version of an HTML compliant web browser that supports Transport Layer Security ( TLS ) encryption; you must have, maintain, provide and update us with your valid, active address(es) for use in sending, receiving and retaining disclosures and other communications with Digital Banking; and you must be able to connect to websites via hyperlinks in . For Mobile Banking, you must also have the most recent version of our Mobile Banking Software installed on your Mobile Device, have your Mobile Device and mobile phone number registered with Digital Banking, and have your Mobile Device enabled for SMS text messaging. You must regularly install updates as they become available to your computer s and/or Mobile Device s operating system, web browser and PDF reader (and, if applicable, your Mobile Banking Software). We may (but are not required to) deny service (1) if security features of your software, computer or Mobile Device have not been updated, or have been disabled or modified (e.g., a jailbroken mobile device), or (2) if you are using a disposable (e.g., burner ) mobile device. You hereby confirm to us that you have (1) the system required described above, and (2) verified your hardware and software, and your ability to access, view and print or electronically save (including taking screenshots) electronically delivered disclosures and communications. If you are not able to access, view and print or save such notices and disclosures, you must not enroll in or use Digital Banking. Electronic Delivery. Permissible electronic delivery by us includes (i) by to any address you have provided for use with Digital Banking, including attaching documents to the , or providing links to or instructions within the for navigating to documents posted online; (ii) by SMS text message to any Mobile Device telephone number you may have provided to us for banking services (including but not limited to any Digital Banking service or function); (iii) by display on your screen or other in-product message or alert during your Digital Banking activity; (iv) by posting it to your Division s Website, an Online Banking message center, or in our Mobile Banking Software; (v) by message printed on the periodic statement for your Eligible Accounts if you have agreed to receive that statement electronically; (vi) any other electronic means that you have authorized elsewhere (e.g., our enotices service) or hereafter authorize; or (v) any other electronic means that is commercially reasonable and within the system requirements described above. Any of the foregoing methods of electronic delivery may be used for any Digital Banking service that requires logging into Digital Banking to use (e.g., Online Wires, External Transfers, Bill Pay, Popmoney or Zelle), even if that other function has its own terms and conditions that do not themselves list the foregoing methods of electronic delivery. Electronic disclosures can include, without limitation, prior notice to you of preauthorized debits that vary in amount to your Eligible Accounts; notices of pending or processed payment instructions; notices of receipt of payments or deposits; notices of adjustments made to transactions; notices regarding service availability or suspension; and notices about operational or legal changes to Digital Banking, including notices of amendment to this Agreement. Change in Contact Information. You are solely responsible for advising us of any change in your , mobile device telephone number, or other electronic or postal addresses you use for Digital Banking or your Eligible Accounts. You can do so by calling or writing your Division s Customer Service (see Section 4). We encourage you to simultaneously update your addresses within the separate general services section of your Division s Website. Paper Copies. We do not charge for electronic delivery. We ordinarily do not send paper copies of electronic communications. You may request a paper copy of an individual prior electronic notice or disclosure by calling or 2017 ZB, N.A., Member FDIC Page 2 of 24

3 writing your Division s Customer Service (see Section 4). Ordinary copy fees as disclosed for your Eligible Accounts shall apply. 3. INTRODUCTION; DISPUTE RESOLUTION; AND DEFINITIONS This Agreement governs our Digital Banking services for both consumer and business customers. Where specified, however, portions of this Agreement pertain only to consumers or only to business customers. We may choose to exclude any or all minors from enrolling in Digital Banking or using selected features. Not all Digital Banking functions may be available in all Channels. (For example, remote deposit capture may be only in Mobile Banking; stopping checks may not be available in Mobile Banking; and consumer customers may not be able to send ACH files.) Features in Digital Banking or individual Channels made be added, deleted or changed without prior notice. To use Digital Banking with Eligible Accounts at more than one Division of ZB, N.A., you must separately enroll in each such Division s independent digital banking service. For purposes of cutoff times, posting and funds availability, and methods of execution, transfers between accounts at different Divisions of ZB, N.A. may be processed as transfers between separate banks (e.g., by ACH rather than as internal book transfers). This Agreement is supplemented by the terms of your Deposit Account Agreement and other Account Agreements (defined below), but this Agreement governs over any conflicting terms therein with respect to Digital Banking. This Agreement is also supplemented by the terms of Related Documents (defined below) you have already accepted or may accept hereafter. If a provision in this Agreement directly conflicts with a specific provision in a Related Document, the Related Document shall govern. However, Section 2 hereof ( Consent to Electronic Disclosures, Communications and Records; System Requirements ) shall govern over any conflicting provision in any Related Document. Otherwise, our rights (including the benefit of limitations of liability and indemnification) and your responsibilities under this Agreement, the Related Documents and the Account Agreements are intended to be cumulative. Dispute Resolution; Jury Waiver. Except as may be prohibited by applicable law, you and we both hereby waive any rights to have a jury hear or decide any dispute between us, and hereby agree that the dispute resolution provisions found in your Deposit Account Agreement and other Account Agreements between us (as may be amended from time to time) shall also govern the resolution of any disputes under or in connection with this Agreement, the Digital Banking service, any Related Agreement, or any Digital Banking transaction. Definitions. As used in this Agreement: Access Credentials means one or more login ID, password, identification number, token, biometric identification (e.g., fingerprint or facial recognition) or other means of identification and authentication, or combination thereof, that we require for logging into or otherwise accessing Digital Banking or a particular function of the service. Account Agreements means all agreements and disclosures specifically governing your Eligible Accounts (including without limitation the Deposit Account Agreement, credit card agreements, loan agreements, rate and fee schedules, applications and disclosure statements, and credit agreements). Authorized User (for Business Online Banking or Business Mobile Banking only) means an individual who has been granted Access Credentials by us, or by your CSA to use Digital Banking as your authorized agent. If your Eligible Accounts are linked to the profile of another customer, then that customer s Authorized Users are deemed to be your Authorized Users as well. Business Day means every Monday through Friday, excluding Federal Reserve holidays or other days that banks are legally closed ZB, N.A., Member FDIC Page 3 of 24

4 Business Online Banking means the web-based Digital Banking services we make available to business customers via our Website. Channel: each of Consumer Online Banking, Business Online Banking, Mobile Banking (associated with Consumer Online Banking), and Mobile Banking (associated with Business Online Banking) is a Channel for accessing Digital Banking. Not all Channels are available to all customers. Customer System Administrator, or CSA, (for Business Online Banking or Business Mobile Banking only) means an Authorized User whose Access Credentials include the Digital Banking service s self-administration functionality. You are required to have at least one CSA. (Your CSA is your authorized agent in all matters regarding Digital Banking. See the Subsection below entitled Your Customer System Administrator. ) If your Eligible Accounts are linked to the profile of another customer, then that customer s CSAs are deemed to be your CSAs as well. Consumer Online Banking means the web-based Digital Banking service we make available to consumer customers via our Website. Deposit Account means any checking, savings or other deposit account with us that you have enrolled as an Eligible Account. Deposit Account Agreement means our standard agreement governing your Deposit Accounts (together with its associated rate and fees schedules and disclosures), as amended from time to time. Digital Banking means the digital banking services that we make available to customers who accept this Agreement and enroll in our Consumer Online Banking, Business Online Banking, and Mobile Banking Channels. Digital Banking also includes services that are available within one or more Channels after additional enrollment and acceptance of Related Documents (e.g., Bill Pay, Popmoney, Zelle, External Transfers and Online Wires). Eligible Account means your Deposit Account or Loan Accounts with us that you have enrolled, in accordance with our procedures, to make such accounts accessible through Digital Banking. Some types of deposit and loan accounts cannot be enrolled. The types of accounts that can be enrolled is subject to change from time to time without prior notice. Internal Advance means any transfer from a Loan Account to a Deposit Account with us, as provided under the section entitled Transfers below. Internal Transfer means any transfer of funds from any of your Deposit Accounts to (a) any of your Deposit Accounts, or (b) an account that another person holds with us, as provided under the section entitled "Transfers below. Loan Account means any of your overdraft protection accounts (e.g., Reddi-Credit, Reddi-Reserve or Cash Reserve accounts), credit card accounts or other loans with us that is enrolled as an Eligible Account. Mobile Banking means the Digital Banking services we make available to consumer customers and business customers via their Mobile Devices and Mobile Banking Software. Mobile Banking Software means software permitted by us that you have downloaded for conducting Mobile Banking transactions. Mobile Banking Software and the features therein differ for consumer customers and business customers ZB, N.A., Member FDIC Page 4 of 24

5 Mobile Device means a cellular telephone, tablet or similar wireless communication device (a) that is installed with Mobile Banking Software, or (2) that can conduct mobile banking transactions by using other protocols we may choose to permit (e.g., Wireless Application Protocol (WAP) or text (SMS) messaging). Online Banking means Consumer Online Banking and Business Online Banking, collectively. Related Documents means any application, fee schedule, disclosures, set-up forms, specifications or addenda concerning the Digital Banking service. Related Documents can include but are not limited to terms for (A) optional or related functions that are accessed within or via Digital Banking (e.g., Bill Pay), or (B) special conditions under which we are willing or unwilling to provide certain portions of Digital Banking, or (C) linking the Digital Banking service of two or more customers (e.g., permissible affiliates) in approved cases, or (D) otherwise amending this Agreement. A Related Document is not required to state it is a Related Document. Note: references in a Related Document to our internet banking, online banking, business online banking, or mobile banking (or the like) service or agreement, shall be deemed references to Digital Banking, its Channels, and this Agreement, all as the context requires. Website: Your Division s current or future Internet Website, and all related web pages, for offering Online Banking services, enrolling Eligible Accounts and/or performing, authorizing or canceling any specific Online Banking service transaction. Your Division s current Website is listed below. Your Division Website depends on which Division of ZB, N.A. provides your Digital Banking service: Customers of: Amegy Bank California Bank & Trust National Bank of Arizona Nevada State Bank Vectra Bank Colorado Zions Bank Division Website: CUSTOMER SERVICE The telephone number and address for your Customer Service depends on which Division of ZB, N.A. provides your Digital Banking: For Customers of: Call: Or write: Amegy Bank (888) P.O. Box Salt Lake City, UT California Bank & Trust (888) P.O. Box Salt Lake City, UT National Bank of Arizona (800) option 4. P.O. Box Salt Lake City, UT Nevada State Bank (888) P.O. Box Salt Lake City, UT Vectra Bank Colorado (800) P.O. Box Salt Lake City, UT Zions Bank (800) P.O. Box Salt Lake City, UT AVAILABLE ONLINE AND MOBILE BANKING SERVICES With Digital Banking, you may enroll your Eligible Accounts and may then access their balances, transaction history and other information. You may also conduct the types of transfers described in the section below entitled 2017 ZB, N.A., Member FDIC Page 5 of 24

6 "Transfers. You may also be able to use related services (e.g., Bill Pay, Popmoney, Zelle, External Transfers and Online Wires) agreeing to Related Documents for those features. We may, from time to time, offer and introduce new electronic banking services. All current and future services will be governed by this Agreement and any service-specific Related Documents. Not all Digital Banking functions are available in every Channel. 6. PROTECTING YOUR ACCOUNTS: ERRORS & QUESTIONS; UNAUTHORIZED TRANSFERS; ACCESS CREDENTIALS; AND SECURITY PROCEDURES 6.1 Error Resolution Notice (Consumers Only) In case of errors or questions about your electronic transfers: call or write Customer Service at the telephone number or address listed above as soon as you can if you think your statement or receipt is wrong, or if you need more information about a transfer listed on a statement or receipt. We must hear from you no later than 60 days after we sent or made available the FIRST statement on which the problem or error appeared. (1) Tell us your name and account number (if any); (2) Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information; and (3) Tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days. We will determine whether an error occurred within 10 business days (5 business days for Visa debit card pointof-sale transactions processed by Visa, or 20 business days if the transfer involved a new account) after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days (90 days if the transfer involved a new account, a point-of-sale transaction, or a foreign-initiated transfer) to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days (5 business days for Visa debit card point-of-sale transactions processed by Visa, or 20 business days if the transfer involved a new account) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account. Your account is considered a new account for the first 30 days after the first deposit is made, unless each of owner already had an established account with us before the affected account was opened. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. Timeframes described herein may be different if your error or question does not claim unauthorized activity. You may ask for copies of the documents that we used in our investigation by calling Customer Service at the number listed above. 6.2 Unauthorized Transfers and Limits on Your Liability (Consumers Only). Tell us AT ONCE if you believe any of your Access Credentials have been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using information from your check. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within 2 business days after you learn of the loss or theft of your Access Credentials, you can lose no more than $50 if someone used your Access Credentials without your permission. If you do NOT tell us within 2 business days after you learn of the loss or theft of your Access Credentials, and we can prove we could have stopped someone from using your Access Credentials without your permission if you had told us, you could lose as much as $500. Also, if your statement shows transfers that you did not make, including those made by Access Credentials, debit card, code or other means, tell us at once. If you do not tell us within 60 days after the statement was sent or made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. 6.3 Protect Your Access Credentials. Your Access Credentials are used to gain access to Digital Banking and must be kept confidential at all times. For your protection, we strongly recommend you change your Access Credentials regularly (at least every 60 days). It is recommended that you memorize your Access Credentials and do not write them down. You are responsible for keeping your Access Credentials, account numbers and other account data confidential. (For Business Customers, references to your Access Credentials include Access Credentials that are 2017 ZB, N.A., Member FDIC Page 6 of 24

7 issued to or by your Authorized Users. Access Credentials issued to your Authorized Users belong to you, and their use and confidentiality are your responsibility.) If you have a consumer account that has been linked to a Business Online Banking profile, we may but have no duty to require you to enter Access Credentials for Business Online Banking plus separate Access Credentials (e.g., for Consumer Online Banking) before granting access to your consumer account in the Business Online Banking Channel. Note: some software may store Access Credentials to facilitate the future access to websites or mobile applications. For security reasons, you agree to disable those features. You may, however, store data required by biometric identification systems (e.g., fingerprint or facial recognition) that may be supported by our Digital Banking service. You warrant that you have not and will not (1) use any software, computer or Mobile Device whose security features have been modified or disabled (including using any jail broken mobile device), or (2) use any disposable mobile device (e.g., burner phone ). Such use can cause security and other problems, and you agree to indemnify and hold us harmless from any damage or loss suffered by us, you or any third person that results from such use. If you use a third-party service to access Digital Banking on your behalf (e.g., a third-party aggregation service for downloading account data), and for which you share your Access Credentials, that third-party service shall be your agent (not ours). You and your agent shall be solely responsible for, and you shall indemnify and hold us harmless from, all use, misuse, loss or disclosure of your Access Credentials or personal data, and any transactions by that service, its employees or subagents or unauthorized persons. For Mobile Banking. Your Online Banking Access Credentials are also your primary Access Credentials for Mobile Banking, regardless of which Channel you enroll in first. For Mobile Banking, we may also permit you to use alternate Access Credentials that we make available. Alternate Access Credentials may include, but are not limited to: (1) a simplified passcode for limited functionality (e.g., viewing) that does not include transferring funds, and/or (2) biometric identification (e.g., fingerprint or facial recognition) that may include any Mobile Banking functionality, including funds transfers. Commercially reasonable types of alternate Access Credentials methods can be added, removed, substituted or changed by us from time to time without prior amendment of this Agreement. Alternate Access Credentials may not be available for all Mobile Devices, functionalities, types of accounts, or classes of Mobile Banking. If you elect to use an optional biometric identification procedure that is performed on your Mobile Device or via a third-party service selected by you, then we can accept and act upon identity authentication communicated to us from that Mobile Device or service, and we can grant access to your Mobile Banking without further action or responsibility on our part to confirm your identity. Important Note: if any other person s biometric information becomes associated (with or without your knowledge) with a Mobile Device that you or your agent have registered for biometric identification, then that other person s biometric information shall be one of your Access Credentials and you are authorizing that person to transact in your Mobile Banking service. Enabling biometric identification on a Mobile Device that is shared with or may be used by another person is strongly discouraged. For Business Customers: see also the subsections of this Agreement entitled Your Customer System Administrator (CSA) and Your Authorized Users, located in the section below entitled Business Online Banking and Business Mobile Banking Additional Terms. 6.4 Security Procedure, Additional Security Tools and Your Responsibilities -- Agreed Security Procedure. You agree that Digital Banking s requirement for entry of valid Access Credentials, consisting of either (1) your company ID (for business Channels), user ID and password, or (2) your biometric identification (e.g., fingerprint or facial recognition) in a Mobile Banking Channel, is a commercially reasonable 2017 ZB, N.A., Member FDIC Page 7 of 24

8 security procedure for verifying the identity and authority of a person accessing or using Digital Banking, and verifying the authenticity and authorization of Communications made in your name to Digital Banking (the Agreed Security Procedure ). By entering into Related Documents for specific functions (e.g., Online Wires), you and we may establish additional or alternate Agreed Security Procedures for those specific functions. Your assent to Digital Banking security procedures is for purposes that include, but are not limited to, Uniform Commercial Code Article 4A, Funds Transfers, Part 2. Communications include any electronic communication between us using the Digital Banking service itself (including but not limited to submitting or acknowledging Orders for payments, amendments and cancellations of Orders, electronic messages to Digital Banking s messaging center, your customer profile updates, entering into and accepting Related Documents, and a business Channel CSA performing self-administration functions). Communications shall be deemed made in your name if made using your Access Credentials. You agree and warrant that you have reviewed and determined that the foregoing Agreed Security Procedure is commercially reasonable for your needs, including but not limited to the size, type and frequency of Communications (including Orders) that you will normally send to us. You agree that we, acting in good faith, are entitled to receive, act upon, execute and rely upon any Communications (including Orders) that is verified by the Agreed Security Procedure, that such verified Communications (including Orders) shall be effective as your Communications (including Orders), and that you shall be bound by such verified Communications (including Orders) even if they were not in fact authorized by you. We shall have no obligation to further investigate the authenticity of any Communications that are verified through the Agreed Security Procedure. (For Consumer Customers: this paragraph is limited by (i) applicable consumer protection laws (including Regulation E), and (ii) the consumer protection terms and disclosures set forth in this Agreement, your Account Agreements, and your Related Documents.) After accepting this Agreement, each subsequent use of Digital Banking by you shall constitute a reacceptance and a reaffirmation of your ongoing agreement and warranty that the Agreed Security Procedure remains commercially reasonable for your needs. If our mutual reliance on the Agreed Security Procedure is not (or ceases to be) commercially reasonable for your security needs, then do not enroll (or immediately terminate your enrollment) in Digital Banking. Additional Security Tools. You further agree to enroll in (or, for businesses, to configure through your CSA s selfadministration) such additional security tools as we may make available from time to time for Digital Banking, or specific features of Digital Banking. For example, Digital Banking in business Channels can be configured to require that certain Orders must be initiated and approved using the separate Access Credentials of two Authorized Users ( Dual Control ). We also offer certain transaction alerts. Additional security tools are not part of the Agreed Security Procedure that we must satisfy to verify the authenticity of your Communications to us. However, if you choose to not use an additional security tool (such as Dual Control) that we make available to you, then you release and hold us harmless from any loss that you or we may suffer to the extent that such loss could have been detected, prevented, reduced or recovered by your use of that additional security tool. (Note: the foregoing release and hold harmless provision shall not arise from your decision to not use Positive Pay, ACH Positive Pay or IBM Trusteer Rapport TM software. However, we strongly recommend that you use Positive Pay, ACH Positive Pay and Trusteer Rapport as part of your internal controls. We may contend in court that your failure to do so was negligent and a proximate cause of an experienced loss. Other Responsibilities. If a Communication is not verified pursuant to the Agreed Security Procedure, but we can establish that the Communication originated from you, your Authorized User or your other agent, or was originated to or for your benefit, you shall nevertheless be bound by that Communication. We shall have no liability to you if, despite verification by the Agreed Security Procedure, we delay or do not process a Communication that we in good faith believe or suspect might not be authentic or authorized. We have the right, but no obligation, to present you with challenge questions to help further authenticate your (or your users ) identity, and to deny service if you are unable to answer those questions to our satisfaction at that time. Digital Banking and its security procedures are not designed, and we have no duty, to detect errors in the transmission or 2017 ZB, N.A., Member FDIC Page 8 of 24

9 content of your Communications to Digital Banking. You are solely responsible for the accuracy of your Communications. Duty to Review Accounts and Report Discrepancies. In addition to your duties under the law, your Account Agreements, and your Related Documents, you agree to use Digital Banking to frequently review activity in your Eligible Accounts, and to IMMEDIATELY notify us of any discrepancies, including but not limited to any erroneous or unauthorized transactions. We often can stop or recover transactions that Digital Banking reports as still pending or processing, return or recover transactions that are still in the process of final settlement, or recover funds that have been sent but not further transferred by the recipient (but we do not promise we can or will do so). Therefore, your duty to exercise ordinary care may include using Digital Banking to review your Eligible Accounts on a daily basis. We may deem your failure to frequently review and immediately notify as a proximate cause of an experienced loss. You also agree to frequently check Digital Banking s messaging center for notices from Bank. (For Customers using Business Online Banking or Business Mobile Banking: see additional responsibilities in the Subsection below entitled Monitoring Your Digital Banking Accounts. ) 7. ACCESSING YOUR ELIGIBLE ACCOUNTS 7.1 Functions. When you access Digital Banking, you will see a menu of currently available functions (e.g., view balances; view or search for transactions; locate branches; execute specific types of internal or external funds transfers; mobile remote deposit capture; etc.). From time to time, with or without prior notice, we can add, modify and delete particular access protocols, features and functionality, the menus, the Website and the Mobile Banking Software. Not all Digital Banking functions are available in every Channel. We reserve the right to refuse to make any transaction that you may request through Digital Banking. Information on transfers to or from your Eligible Accounts will be reflected on your periodic statements for those accounts, and may be available to you on-line. We are not required to provide you with any other notice of the receipt, transmittal, execution or debiting of such transfers. 7.2 Service Availability. We use reasonable efforts to make Digital Banking available with minimal interruptions. Digital Banking may be temporarily unavailable for regular or emergency system maintenance. We will endeavor to have scheduled maintenance occur during non-peak hours, but we may conduct maintenance at any time. In addition, your accessibility to Digital Banking may be interrupted because of conditions or other causes beyond our control, including outages in Internet or telecommunications availability, emergency conditions, or to allow emergency personnel to use the communication networks. We will use commercially reasonable efforts to reestablish service in those instances, but we do not promise Digital Banking will always be available for your use. We do not guarantee functionality of Digital Banking through all web browsers or on all Mobile Devices, on all communications networks, in all geographic regions, or at all times. In no event, regardless of cause, shall we be liable to you for unavailability of Digital Banking, or your inability to access the service or to execute its functions. 7.3 Electronic Mail. Sending is one way to communicate with us. You may use to ask general questions and to provide feedback to us. However, you cannot use to initiate transactions on your Eligible Account(s). For your security, please do not include any sensitive information (e.g. account numbers) in s to us. In Online Banking, you may include sensitive information using the Message feature. 7.4 New Functions. We may, from time to time, offer and introduce new functions in Digital Banking. By using these functions when they become available, you agree to be bound by applicable law and all rules we communicate for those functions. Using the new function may require acceptance of a Related Document. 7.5 Fees. Consumer Channels. Currently, we charge no fees for accessing your Eligible Account(s) through the consumer Channels of Digital Banking. Please note, however, that fees may apply to certain transactions performed while using Digital Banking. Those fees are either (a) stated in your separate fee schedule disclosures for the affected 2017 ZB, N.A., Member FDIC Page 9 of 24

10 Eligible Account (e.g., the fee to stop payment on a check, or the cash advance fee to transfer funds from a credit card account to a deposit account); or (b) displayed within the Digital Banking service itself when you request the transaction but before the fee is actually incurred (e.g., the fee for expedited delivery of a Bill Pay, Popmoney or Zelle transfer, or the fee for a mobile remote deposit capture). Note, if we consent to enrolling or linking your consumer Eligible Account in a business Channel, it may incur the fees applicable to the business Channels of Digital Banking. Consumer and Business Channels. Fees may be assessed by your internet or mobile communications service provider. You are responsible for all fees and charges that you may incur to any communications service provider or any other third parties. We reserve the right to add or change fees for Digital Banking after sending prior notice. See the Subsection below entitled Changes to Fees or Other Terms. Business Channels. You agree to pay the fees separately disclosed for enrollment in, or transactions in, the business Channels of Digital Banking. Such disclosures may include but are not limited to the fee schedules governing your enrolled Eligible Accounts, applications for enrolling your business or any Eligible Account in Digital Banking, and notices displayed within the Digital Banking service itself. 7.6 Equipment and Communication Providers. You are responsible for obtaining your own equipment, software and internet and/or mobile communications service providers. We are not a party to, and we have no duty, liability or responsibility in connection with (i) your internet or mobile communications service provider agreement, or (ii) any hardware, software or other any product or service you may purchase from others relating to your use of Digital Banking. This Agreement does not amend or supersede any agreements that you have with third parties (such as your Mobile Device supplier and your mobile communications service provider), and you remain subject to all terms, fees, costs, other charges, limitations and restrictions in those agreements with third parties. Your hardware, software and communications providers are responsible for their products and services. You agree that any problems you may have concerning those companies products, services or agreements shall be resolved by you directly with them, and without involving us. Your hardware, software and/or communication services may become subject to unauthorized tracking, hacking, data disclosure or other manipulation by malware such as spyware, viruses or other malicious code (e.g., Ghost which can take control of infected Mobile Devices). We are not responsible for advising you of the existence or potential effect of any malware. Your choice, downloading, installation and use your hardware, software and communication services are at your own risk. Except as may be prohibited by applicable law (such as Regulation E for certain consumer transactions), you agree that we have no liability for, and you shall indemnify and hold us harmless from, any losses suffered by you, us or by third parties as a result of compromises in the security of your hardware, software or communication services. We do not currently require, but do recommend, that you use IBM Trusteer Rapport on your computer. (Check your Division s website which may provide a link to IBM for a free download of Trusteer Rapport. That link is subject to cancelation without notice.) At any time, we reserve the right (but shall have no duty) to limit access to any Digital Banking Channel or function to only those customers who use specific security procedures, hardware, software, or communication services (collectively controls ). Our specification of required controls shall not constitute a representation or warranty that they (a) are sufficient for your security needs or will prevent any particular security compromise, or (b) be compatible with your procedures, hardware, software or communication services. We have no duty to review your security, identify deficiencies or make recommendations. 7.7 Export Controls. Software programs, materials, tools, and technical data may be subject to U.S. export controls or the trade laws of other countries. You agree to comply with all export control regulations. You, not we, have the responsibility to obtain any applicable licenses to export, re-export or import. You agree not to export or re-export to entities on the most current U.S. export exclusion lists or to any country subject to U.S. embargo or terrorist controls as specified in the U.S. export laws ZB, N.A., Member FDIC Page 10 of 24

11 7.8 Mobile Banking License Rights Generally. For your use of Mobile Banking Software, we and our licensors (or other third-parties who have directly or indirectly granted rights in those software systems and programs) require your agreement to certain license rights arrangements and/or end-user agreements ( Licenses ). By enrolling in portions of Mobile Banking relating to those software systems and programs, and by downloading and installing Mobile Banking Software, you accept the terms and conditions of those Licenses. You agree that we are intended to be a third-party beneficiary, but not an obligor, of your rights and duties with those licensors and third-parties. A License with our primary licensor appears in the Appendix: End User Agreement at the end of this Agreement. We, our licensors and above third-parties reserve all rights not granted to you in this Agreement and under the terms of such Licenses. You agree to delete all such software from your Mobile Device(s) promptly if the Licenses or this Agreement terminate for any reason. We reserve the right to change, add to, or terminate services with our third-party Mobile Banking Software providers, to substitute different Mobile Banking Software providers, and to enter into or arrange for the provision of Mobile Banking Software by other licensors and third-parties. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR THE AGREEMENTS GOVERNING THE TERMS OF ANY LICENSE RIGHT RELATING TO THE USE OR OPERATION OF THE DIGITAL BANKING SERVICES OR MOBILE BANKING SOFTWARE, THE DIGITAL BANKING SERVICES AND MOBILE BANKING SOFTWARE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR SECURITY, OR ANY OTHER WARRANTY AS TO PERFORMANCE, ACCURACY, COMPLETENESS OR SECURITY. YOUR USE OF THE DIGITAL BANKING SERVICE AND MOBILE BANKING SOFTWARE, AND ANY MATERIAL OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED VIA THE DIGITAL BANKING SERVICE, IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE. 8. TRANSFERS 8.1 Types of Transfers Allowed. You can transfer funds from your Eligible Accounts (a) to your other Eligible Accounts or to another person's eligible account with us ( Transfers to a Friend ) (collectively Internal Transfers ), or (b) to your Loan Accounts ( Internal Payments ). You may also be able to transfer funds from eligible loans or credit cards to your deposit accounts ( Internal Advances ). Not all types of transfers may be available in all Channels of Digital Banking. Details of your transfers will be available through Digital Banking and listed on your regular account statements. We have the right to establish, without prior notice, limitations on the amount or number of Internal Transfers. We may also without prior notice increase, decrease or remove such limitations at any time, and we are not obligated to enforce our limitations for any particular Internal Transfer. You may make Transfers to a Friend (consumers only) if you know the other person s account number. Without our express consent, Transfers to a Friend may not exceed $1,000 in the aggregate on any single day (or $2,500 for customers of the California Bank & Trust Division). Be certain that you enter in the correct destination account information as Transfers to a Friend will not be recoverable after processing if you make any input errors. You may also make Internal Payments to Loan Accounts. These Internal Payments will be credited to the designated Loan Account as regular payments. Please refer to your Loan Account s agreement(s) for information on how regular payments are applied. For some Loan Accounts you may be permitted to make principal only payments. Which Loan Accounts will accept principal only Internal Payments is subject to change from time to time without prior notice but will be reflected in the features available each time you log in to Digital Banking. Principal only payments will not satisfy scheduled payment due requirements. Prior to making a payment to pay off a Loan Account, please contact your Division s Customer Service to obtain the payoff amount. We cannot guarantee that estimated payoffs will satisfy the loan terms of the Loan Account ZB, N.A., Member FDIC Page 11 of 24

12 Note: transfers from your Eligible Accounts to another person s account at a different bank is called an external transfer to a friend which is an ancillary service that requires enrollment and acceptance of additional terms and conditions. External transfers to a friend are not available in all Channels of Digital Banking. 8.2 Availability of Funds and CutOff Times. Internal Transfers and Internal Payments ordered before the daily cutoff time will be processed on that day, and available balances in your Deposit Account(s) will be adjusted immediately and available for subsequent (a) ATM transactions, (b) PIN based Debit Card transactions, (c) withdrawals at the branch teller, and (d) payment of checks or other debits as applicable to your Deposit Account(s). Please refer to your Account Agreement(s) for information on how regular payments will be credited to a designated Loan Account. The cutoff time is 9:00 p.m. Pacific Time, 10:00 p.m. Mountain Time and 11:00 p.m. Central Time on any Business Day. For Amegy Bank customers only, the cutoff time is 10:00 p.m. Central Time. (Note: during national daylight savings time (typically the second Sunday in March to the first Sunday in November) the Internal Transfer and Internal Payments cutoff time is 9:00 p.m. Arizona local time). Internal Transfers, Internal Payments and Internal Advances ordered after the daily cutoff time, or not on a Business Day, are ordinarily posted to your Eligible Accounts on the next Business Day. However, available balances in your Deposit Account(s) are adjusted immediately and available for subsequent (a) ATM transactions and (b) PIN based Debit Card transactions. Any Internal Transfer to a Deposit Account may require up to one full Business Day before the funds are available for subsequent non-pin based Debit Card transactions. Internal Payments made to an enrolled credit card may take up to two Business Days to post, but the credit will be effective as of the date the transfer was initiated. If the available balance in a transferring account is insufficient at the time of a scheduled transfer, these transactions may overdraw your account and result in fee (as disclosed for your Eligible Account). 8.3 Canceling an Internal Transfer, Internal Payment or Internal Advance. You may schedule one time and recurring Internal Transfers, Internal Payments, or Internal Advances. You may cancel any one time or recurring Internal Transfer, Internal Payment or Internal Advance if you do so at least one day prior to the scheduled transaction processing date. Scheduled one time and recurring Internal Transfers, Internal Payments or Internal Advances can only be canceled by placing a request through your Digital Banking, or by calling your Division s Customer Service. You may NOT cancel any immediate Internal Transfer, immediate Internal Payment, or Internal Advance. (An immediate transaction is one that you schedule to begin processing immediately at the time of your instruction, rather than on a future date.) 8.4 Insufficient Funds. If your Eligible Account has insufficient funds to complete all of the day's transactions (including ATM withdrawals, preauthorized transactions, Internal Transfers, Internal Payments, and Bill Pay payments, etc.) that will process for a given Business Day, then certain electronic funds transfers involving currency disbursement, like ATM withdrawals, will have priority. If an Internal Transfer or Internal Payment would result in an overdraft of your Eligible Account, we may in our sole discretion honor the transaction and create the overdraft, or cancel the transaction. In addition, you will be charged any applicable overdraft fees (as disclosed for your Eligible Account). 9. MYALERTS The MyAlerts function allows you to request select messages notifying you of certain events and information of interest to you (e.g., balance information, failed transfers and reminders). We will deliver the MyAlerts messages that you have requested to your secured mailbox within the Digital Banking service (and, if you have requested it, to an external address you designate). The MyAlerts messages are not delivered in real time but may be delayed until all transactions for the day have been posted to your account. We make no promise that any MyAlerts messages will be delivered at the times requested. We obtain the information contained in the MyAlerts service from sources we consider reliable but we do not warrant its accuracy. MyAlerts messages should not be used to monitor account balances as a method of avoiding overdrafts or nonsufficient funds fees. We may from time to time include in MyAlerts messages information about new products 2017 ZB, N.A., Member FDIC Page 12 of 24